Book Review of James K. White & Robert S. Summers ...

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1974

Book Review of James K. White & Robert S. Summers, Book Review of James K. White & Robert S. Summers, Handbook

of the Law Under the Uniform Commercial Code (1972) (1972)

Harold R. Weinberg University of Kentucky College of Law, [email protected]

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Recommended Citation Recommended Citation Harold R. Weinberg, Book Review, 58 Minn. L. Rev. 712 (1974) (reviewing James K. White & Robert S. Summers, Handbook of the Law Under the Uniform Commercial Code (1972)).

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Book Review of James K. White & Robert S. Summers, Book Review of James K. White & Robert S. Summers, Handbook of the Law Under the Uniform Commercial Code (1972) (1972)

Notes/Citation Information Notes/Citation Information Minnesota Law Review, Vol. 58, No. 3 (1974), pp. 712-722

This article is available at UKnowledge: https://uknowledge.uky.edu/law_facpub/479

HANDBOOK OF THE LAW UNDER THE UNIFORM COMMERCIAL CODE.By James J. White and Robert S. Summers. St. Paul, Min-nesota: West Publishing Co., 1972. Pp. xxix, 1054. $14.25.

There. It's done. After considerable agonizing, I've com-pleted a review of the Handbook of the Law under the UniformCommercial Code by J. White and R. Summers [hereinaftercited as UCC Handbook]. The justification for the review isreadily articulated: the UCC Handbook is a significant contri-bution to the already bountiful books, treatises and other secon-dary material dealing with the UCC,1 and is worthy of the at-tention of anyone with even an occasional interest in commer-

1. A working bibliography of the books, treatises and servicesdealing with the UCC would include, in addition to the UCC Handbook,the following:General

(1) W. HAwKLAND, A TRANSACTIONAL GUIDE TO THE UNIFORM COM-MERCiAL CODE (1964).

(2) BENDER'S UNIFoRM COMMUVERCIAL CODE SERVICE.(3) R. ANDERSON, ANDERSON ON THE UNIFORM COMMERCIAL CODE

(1970).Sales-Article 2

(1) R. NORDSTROM, HANDBOOK ON THE LAw OF SALES (1970).(2) W. HAWKLAND, SALES & BULK SALEs (1958).

Commercial Paper-Article 3W. HAwKLAND, CoMMERcIAL PAER (1959).

Bank Deposits and Collections-Article 4J. CLARKE, H. BAILEY & R. YOUNG, BANK DEPOsITS AND COLLEC-

TIONS (4th ed. 1972).Bulk Transfers-Article 6

W. HAwKLAND, SALES & BULK SALES (1958).Documents of Title-Article 7

R. BRAUCHER, DocumxNrs or TrrLE (1958).Secured Transactions-Article 9

(1) R. HENSON, HANDBOOK ON SECURED TRANSACTIONS UNDER THEUNIFORM COMMERCIAL CODE (1973).

(2) G. GILMORE, SECURITY INTERESTS IN PERSONAL PROPERTY (1965).(3) 0. SPIVACK, SECURED TRANSACTIONS (1963).(4) W. DAVENPORT & R. HENSON, SECURED TRANSACTIONS II (1969).

Additional UCC related books along with law review articles and othermaterials, will be found in M. EZER, UNIFORM COMMERCIAL CODE BIBLIOG-RAPHY (1972) [hereinafter cited as EzER BIBLIOGRAPHY]. Most of the re-cent books designed to serve as a source of materials for a course deal-ing with the UCC, some of which make useful research tools, are re-viewed in Donnelly, Book Review, 25 J. LEGAL ED. 94 (1973). Not men-tioned in the Donnelly review are R. NORDSTROM & A. CLOVIS, PROBLEMSAND MATERIALS IN COMMERCIAL PAPER (1972) and J. MURRAY, JR. & T.WHITE, PROBLEM TEACHING MATERIAL ON COMMERCIAL TRANSACTIONS(1973). The UCC has its own reporter service which is designed tobring together all judicial interpretations of the Code. See UCC REP.SERV.

BOOK REVIEWS

cial law. The reasons why I hesitated are less easily stated.2

It is a truth seldom recognized by individuals who have nothad a formal introduction to the perils of the law review bookreview, but the writing of such a review, or more accurately itspublication, should be undertaken only with the greatest circum-spection. Why this is so can be fully understood only after sur-veying the three standard themes, at least one of which is em-bodied in every law review book review.

The first of these themes is that of the "informative bookreview." This type of review informs about the book being re-viewed, providing information such as the background of thebook's author, a summary of the topics discussed, and so forth.The uninitiated's reaction to the informative review is that itmay be at best, well, informative, and at worst, a bore. How-ever, the reality is that such Teviews have suffered the ignominyof being stamped NSF (non-scholarly fluff) by some. Rec-ognition of this fact has driven many reviewers to include anotherof the three basic themes with its own attendant hazards in theirreview.

The second basic theme of the law review book review isthat found in the "critical book review." The critical reviewoften takes the author of the book to task, following the time-honored pattern: "The author states that (reader fill in theblank). Of course, this statement ignores the maxim factumclarum jus nebulosum.''3 This type of criticism can resultin one of two opposed reactions. It may make an enemy. Or, itmay invoke a comment such as: "Brash young fellow that-butbright. Reminds me of myself 25 years ago." Thus, the revieweralso takes his chances in writing a "critical book review."

Finally, there is the "forum serving book review." Its rai-son d'etre is to serve as a point of departure for the views of thereviewer which may have only slight relationship to the bookbeing reviewed. Examples are the review of the book dealingwith prison reform in which the reviewer reminisces about thegood old days in French Guiana, or the commercial law book re-

2. My reasons go well beyond the general criticism that muchof what appears in the law reviews is dull, dry, and a real drag. Seegenerally Ferris, Law, Language, and Soporifics, June, 1968 (unpub-lished thesis in the library of the Y.M.C.A. Night Law School, MountainHome, Arkansas).

3. Translation: "the clearer the facts, the more muddled the law."From Rex v. Haddock as reported by A.P. Herbert in Ttm JUDiCIALH- OMQST 71 (W. Prosser ed. 1952).

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view in which the reviewer floats his own view of the floatinglien, replete with 172 footnotes. Perhaps this technique is harm-less, and sometimes may even be helpful. But the followingcriticism may not be totally unwarranted: "If his views are soimportant, why doesn't he put them where somebody who isinterested in them is more likely to find them (and wheresomebody who isn't, won't) ?"

So there you have them, the perils of the law review bookreview and the reasons for my agony. Undoubtedly, I'veavoided none of them.

The UCC Handbook was published late in 1972; alas, toolate to be of assistance to the unfortunates who constituted myfirst class in Commercial Law. However, their successors haveroaringly acclaimed the book, and justifiably so. Generallyspeaking, the book is comprehensive, highly analytic yet read-able, often practically oriented, and punctuated by flashes ofhumor. Its usefulness is further enhanced in that the authorshave generally set out the full text of the UCC provision whichis being analyzed in the book's text, or at worst in its footnotes.Perhaps its only flaw, when viewed on this general level, is thebook's failure to include an index by UCC sections, somethingwhich I personally missed quite often before I became more fa-miliar with its contents. Except for the last, these commentsdemonstrate the worth of this book to the UCC novice. How-ever, it will also prove to be of considerable value to those whoare further along in their understanding of the Code, largelybecause the authors' goals of identifying and treating the realquestions and analyzing and taking positions on important, un-resolved issues have been realized.4

The first major subdivision of the UCC Handbook containsan introduction to the UCC. Included is information concern-ing the Code's precursors, history and draftsmen, and a shortbibliography of secondary material dealing with various aspectsof the UCC. Probably more useful to the student and practi-tioner of commercial law, however, is the attention paid to theUCC's mesh with other "commercial" bodies of statutory andcommon law, the UCC's emphasis on freedom of contractand the book's evaluation of the usefulness of case law, theOfficial Comments, prior Official Texts and other materials asaids in interpretation and construction of the Code. Practition-ers in particular will find the authors' appraisal of the persua-

4. J. W=IT & R. SummERS, HANDBOOx OF THm LAw UNDER T EUNFORM COMMERCIAL CODE xiii (1972) [hereinafter cited as UCC HAND-BOOK].

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sive value-of these sources quite helpful.The next major subdivision of the UCC Handbook begins

the book's coverage of Article Two on sales. This material istypical of the UCC Handbook's blend of perspective, scholarly an-alysis, practical considerations and occasional humor. Illustra-live of this blend is the book's treatment of UCC section 2-207.

The purpose of that section, as the authors point out, was toreverse the common law or "ribbon matching" approach to con-tract formation5 under which an acceptance which varied theterms of the offer was not an acceptance but rather a counter of-fer. The authors point out that the reason that section 2-207 is sotroublesome is that it can also be called upon to decide the termsof a sales contract at various stages of the commercial transactionsubsequent to the exchange of contract forms containing con-flicting terms, and therefore must be used to deal with a varietyof combinations of oral and written communications. After an-alyzing seven "real life" situations to which section 2-207 mustapply, the authors' conclusion is not only amusingly put, butserves to highlight a harsh reality which is recognized but notsufficiently emphasized in much of the existing literature con-cerning the "battle of the forms": 6

If [the client] must have the term but cannot strike a bargainfor it, his only answer may be to raise his price, buy insurance,or as a last resort, have a couple of extra martinis every eveningand capitalize his corporation more thinly than he otherwisewould.7Among the strongest aspects of the UCC Handbook's treat-

ment of sales is its analysis of the buyer's and seller's remedies.8

5. W. HAvWKAND, TRMsAcTioAL GUIDE TO THE UNIFORM CoM-mmcIAL CODE 16 (1964).

6. That the battle of the forms, as fought under the rules of en-gagement provided for by the Uniform Commercial Code section 2-207,has been a popular topic is illustrated by the fact that the Ezer Bibliog-raphy lists 24 law review articles, notes and case notes dealing with it.See EzER BIBLIOGRAPHY, supra note 1, at 258-60. This topic can be asource of sustenance for any practitioner with a heroic view of officepractice:

To be the winner in the battle of the forms, one needs thesame thoughtful planning, superior "artillery" and trained man-power that makes for success in military encounters. Indeed,a bit of luck helps too. The attorney must view himself asa military commander marshalling all of his forces as part ofa consummate strategy aimed at outwitting his opponents. Theprize is a contract of sale containing all of the terms of salethe victorious attorney could ever wish for.

Lipman, On Winning the Battle of the Forms: An Avalysis of Section2-207 of the Uniform Commercial Code, 24 Bus. LAw. 789, 790 (1969).

7. UCC HANDBoox, supra note 4, § 1-2, at 33.8. Although the UCC Handbook's treatment of remedies is among

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The discussion of the remedies available to a buyer for nonac-cepted goods9 is typical of the authors' approach to these reme-dies generally. Here the authors take pains to indicate how theUCC remedies differ from those of the pre-Code law. For ex-ample, they discuss how UCC section 2-713 altered the pre-Codemethod of fixing the time at which market price is measuredwhen a buyer wishes to set damages as the difference betweenthe market price and the contract price.'0 However, the authorsalso indicate when the pre-Code law remains operative, such asin the case of determining when there has been an anticipatoryrepudiation. Moreover, the material on the buyer's remedies isattentive to potentially troublesome questions such as what ex-penses are contemplated as "expenses saved in consequence ofthe seller's breach,"" or can a buyer who has covered still fixdamages as the difference between the contract price and themarket price when they would result in a recovery greater thanthat which would be realized through a cover price-contractprice differential.12

There are a few ways in which the material on sales fallsshort. For example, it contains no discussion of UCC section 2-403which protects certain buyers of goods from the claims of certainowners and necessitates an understanding of the entrustmentand voidable title concepts, the latter of which generally causesproblems for the uninitiated.' 3 Also, there is no discussion of

the best available in any of the UCC books or treatises, the researcherwith a Code remedies problem should be aware that there are a sub-stantial number of law review articles dealing with this topic. See EzEnBiBLIOGRAPHY, supra note 1, at 289-93. One of the best is Peters, Reme-dies for Breach of Contract Relating to the Sale of Goods under theUniform Commercial Code: A Roadmap for Article Two, 73 YALEL.J. 199 (1963).

9. UCC HANDBOOK, supra note 4, §§ 6-1 to 6-5, at 167-91.10. See UCC HANMBOOK, supra note 4, § 6-4, at 183-84 dealing

with UNFomv ComV mlCAL CODE § 2-713.11. Expenses saved must be credited against the buyer's recovery

when his damages are fixed as the differential between market or coverprice and contract price. UNIFomvR COMMERCIAL CODE §§ 2-712(2),2-713(1).

12. See UCC HANDBOOK, supra note 4, § 6-4, at 190-91. A buyercovers by making in good faith and without unreasonable delay anyreasonable purchase or a contract to purchase goods in substitution forthose due from the seller. UrIFORM CoIMiEncIAL CODE § 2-712(1).

13. The authors did include in their material dealing with ArticleSeven a section discussing the relationship of Uniform Commercial Codesection 2-403 with Uniform Commercial Code section 9-307 which in-sulates certain buyers of goods from the assertion of security interestin the goods purchased; but there is little discussion of the substanceof Uniform Commercial Code section 2-403. See UCC HANDBOOK, supra

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UCC section 2-210 which deals with delegation of performanceand the assignment of rights relating to sales contracts and wasdesigned to clarify certain aspects of the pre-Code law.14 Thesecriticisms, however, are minor and do not affect the overall ex-cellence of the sales material.

The third major subdivision of the UCC Handbook dealswith UCC Articles Three and Four on commercial paper andbank deposits and collection. Practitioners will be well servedby this subdivision since its strengths are akin to the strengthsof the material on sales. The criticisms which have been di-rected against these chapters, that the UCC Handbook pays in-sufficient attention to the statutory changes in connection withconsumer paper and holder-in-due-course status,' 5 and that thebook does not deal adequately with the problem of the defini-tion of holder,"16 have not prevented these critics from beingquite favorably disposed toward the book generally and to thecommercial paper and bank deposit and collection material inparticular. Although I share these attitudes, there is a some-what more fundamental criticism of the UCC Handbook's treat-ment of commercial paper which also is relevant to its treatmentof other related matters.

In their treatment of commercial paper, the authors of theUCC Handbook recognize that a negotiable instrument is a "pe-culiar animal,"'1 7 and that to be negotiable it must meet certainprerequisites. They also recognize that a "holder in due courseis... nothing more than a highly refined species of bona fidepurchaser."' 8 Yet, the authors do not formally introduce thefundamental tension, which surfaces in several other places in

note 4, § 25-15, at 944-46. In her review of the UCC Handbook,Professor Peters expressed dissatisfaction not only with the bookis lackof attention to the substance of this and other UCC provisions dealingwith third party claims, but also with the lack of attention to questionssuch as whether the UCC is to be an end point or a new starting pointfor the common law evolution of commercial law doctrine. See Peters,Book Review, 71 McH. L. REV. 1487, 1493-96 (1973). This question israised by provisions such as Uniform Commercial Code section 2-403because they codify and modify some preexisting common law doctrinewhile meshing with related but noncodified doctrines which have sur-vived enactment of the Code. For citations to sources which do discussthe substance of Uniform Commercial Code section 2-403 see notes 19and 25 infra.

14. See UNwI*P CoIboRcrAL CODE § 2-210, Comment 7. See gen-erally BENDER'S UCC SERvics § 4.06, at 287-90.

15. Clark, Book Review, 58 CoRN~m L. Rlv. 1273, 1278 (1973).16. Peters, Book Review, 71 Mci. L. REv. 1487, 1488 (1973).17. ,UCC HANDBoox, supra note 4, § 13-1, at 398.18. I& § 14-1, at 456.

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the Code, between the equities of the rightful owner and theequities of the good faith purchaser. Nor do they highlightthe types of factors which have resulted in the latter outweigh-ing the former in some cases but not in others.19 Formally in-troducing or reintroducing this tension in connection with com-mercial paper would help the reader avoid getting bogged downin the specific statutory requirements for an instrument to be ne-gotiable,20 for a transfer to be a negotiation 1 and for a transfereeto be a holder in due course.22 It would also help the readerto understand the special rights of the holder in due course,2 5

and to better understand some of the purposes which these re-quirements serve. Moreover, if the introduction was made atthe earliest appropriate time in the text, it would help to relateand reconcile such at-first-sight diverse matters as the entrust-ment and voidable title doctrines embodied in UCC section2-403 24 which are relevant to the questions of the negotiability ofgoods;2 5 the negotiability of documents of title and the factthat certain holders of documents of title by due negotiation canget better rights to the goods represented by the documentsthan if they became transferees of the goods directly; 20 and the

19. See note 26 infra and accompanying text. See generally Gil-more, The Commercial Doctrine of Good Faith Purchase, 63 YALE L.J.1057 (1954).

20. UNoIv COMMnERCIAL CODE § 3-104.21. UNIFORM COMMERCIAL CODE § 3-202.22. UNIFORM COMMRCIAIL CODE §§ 1-201(20), 3-302.23. UNIFORM COMMERCIAL CODE § 3-305.24. See note 19 supra and accompanying text.25. See Note, The Owner's Intent and the Negotiability of Chattels:

A Critique of Section 2-403 of the Uniform Commercial Code, 72 YALE L.J.1205 (1963).

26. This possibility results from the following analysis. If a thiefsteals goods from the rightful owner the thief and any transfereethrough the thief, even if a good faith purchaser for value, can get onlya void (i.e., no) title and the rightful owner can replevy the goods.This is the result under Anglo-American jurisprudence which, exceptfor the British doctrine of market overt, favors the rightful owner overa good faith purchaser from a thief, and which is not changed by theUCC. See UNIFORM COMMERCIAL CODE §§ 1-103, 2-403 (1). See generallyWarren, Cutting Off Claims of Ownership under the Uniform Commer-cial Code, 30 U. CHI. L. REv. 469, 470 (1963). The result would bethe same if the goods are entrusted to an agent who has a grant ofauthority from the owner to store them but who exceeds his authorityand sells them unless the agent is a merchant who deals in goods ofthat kind and the purchaser is a buyer in the ordinary course of busi-ness. See UNIFORM COMVERCIAL CODE §§ 1-103, 2-403 (2) (3); S. WIxUs-TON, SALEs § 313, at 313-14 (2d ed. 1948). Now adding a negotiabledocument to the picture, if a thief bails stolen goods and takes backa negotiable document of title which he negotiates to a holder whopurchased it in good faith, without notice of any claim to it, for value,

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reasons why some purchasers of goods can defeat the holder of aprior perfected security interest in the same goods while otherpurchasers cannot.2 7 The authors have not really ignored thistension, as it is at least alluded to in the material on commer-cial paper and in their analysis of Article Seven,2 8 and they mayhave relied on its very basic nature as a justification for notformally discussing it. But its fundamental and unifying na-ture would have justified a formal presentation.

The next two major subdivisions of the UCC Handbookcover letters of credit (Article Five), bulk transfers (ArticleSix), and documents of title (Article Seven). The treatment ofthese topics is up to the book's general level of excellence-par-ticularly so the treatment of the use of documents of title insales financing and the important relationship between ArticleSeven and Article Nine on secured transactions.

Coverage of Article Nine on secured transactions comprisesthe final subdivision of the UCC Handbook.2 9 As they havedone throughout the book, the authors discuss the "bread andbutter issues" raised by this Article. However, they do not limittheir discussion to issues which have generated substantial litiga-tion and scholarly comment, such as the question of whether alease is intended as a security interest.30 The authors discussquestions which are no less important but which have received noor much less authoritative attention elsewhere. Examples of thisare their treatments of whether the debtor's actual or intendeduse controls the classification of collateral and of whether a cred-itor who has not complied with Article Nine in foreclosing on hissecurity interest can be denied a deficiency judgment. The UCC

and in the regular course of business, the rightful owner can reclaimthe goods from the holder even though he is a holder by due negotiationjust as if they had never come to be represented by a negotiable docu-ment UNIFOm CoMc~nmCIAL CODE §§ 7-501(4), -502, -503(1). But, ifthe goods were entrusted to an agent with authority from the ownerto store the goods in return for a negotiable document but who exceedshis authority and after obtaining the document negotiates it to a holderby due negotiation, the holder prevails. UNIFORMi Comz Ecr.L CODE §§7-502, -503 (1) (a).

27. The authors of the UCC Handbook do discuss the relationshipof this provision to Uniform Commercial Code section 2-403. See note13 supra.

28. UCC IIANDmoox, supra note 4, § 20-4, at 684-85.29. The book does not deal with Article Eight on investment se-

curities.30. The Ezer Bibliography contains several entries dealing with the

lease vs. security interest question. See EzER BmLIoGRAPHY, supra note1, at 408-09.

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Handbook also raises and provides some analysis of questionswhich are troublesome but which arise only infrequently-forexample, whether a security interest in a mortgagee's rights un-der the mortgage and mortgage note are within the scope of Ar-ticle Nine. Another important strength of the Article Nine ma-terials is their attention to the commercial setting to whichprovisions were intended to apply and around which they weredesigned. For example, there is a detailed discussion of the com-mercial settings and applications of UCC sections 9-304 (4) and (5)which provide for temporary automatic perfection of a securityinterest without filing or the taking of possession of the collateral.An additional strength of the materials is their recognition of andattention to important personal property security matters whichare controlled by extra-UCC commercial law. An example ofthe important kinds of issues which the Code drafters left to thecommon law is the question of when possession becomes suffi-cient to perfect a possessory security interest.

It is difficult to criticize the UCC Handbook's treatment ofArticle Nine, a fact testified to by the little criticism it has re-ceived from the other reviewers. 3 ' Ideally, it might have paid abit more attention to the revision of Article Nine which was pub-lished in final form in the Spring of 197232 and which to date hasbeen enacted in at least seven jurisdictions3 (thus underminingthe UCC Handbook's authors' prediction that "it is highly un-likely to be adopted anywhere very soon" 34). Also, it might

31. One reviewer found that the UCC Handbook did not containan adequate treatment of the merits of the question of whether self-help repossession, as validated by section 9-503, is unconstitutional asa denial of due process. Clark, Book Review, 58 CORNELL L. REV. 1273,1279 (1973). There is no dearth of secondary literature on this topicwhich is currently of great interest. See, e.g., Mentschikoff, PeacefulRepossession under the Uniform Commercial Code: A Constitutionaland Economic Analysis, 14 WM. & MARY L. REv. 767 (1973). The otherreviewer really had no specific criticism of the UCC Handbook's treat-ment of Article Nine. Peters, Book Review, 71 MIcH. L. Rzv. 1487(1973).

32. AMERICAN LAW INSTITUTE, NAT'L CONF. OF COMISSIONERS ONUNIFORM STATE LAWS, UNIFORM COMMERCIAL CODE: 1972 OFICIAL TEXTAND COMMENTS OF ARTICLE 9 SECURED TRANSACTIONS. A comprehensivetreatment of the revised Article Nine, the reasons for the revision, itsdrafting history, and references to the other secondary literature whichthe revisions have generated are contained in Coogan, The New UCCArticle 9, 86 HAmv. L. REv. 477 (1973).

33. The jurisdictions are Arkansas, Illinois, Nevada, North Dakota,Oregon, Texas and Virginia. See CCH SECURED TRANSACTIONS GuID650A.

34. UCC HANDBOOK, supra note 4, § 22-1, at 754 n.1.

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have contained a discussion of the shifting judicial and legisla-tive attitudes which shaped the pre-Article Nine law of per-sonal property security.35 They are at least as significant andof as much interest today as the mechanics of the independentsecurity devices which were shaped by these pre-UCC attitudesand which are cataloged and briefly discussed in the UCC Hand-book. However, the authors did devote space to many of themore important specific Article Nine revisions, particularly inthe area of priorities and fixtures, and (I hope none of my stu-dents read this) it is possible to practice competently under Arti-cle Nine most of the time while being only vaguely or not at allaware of what came before it. Moreover, if one must consultthe past for guidance, such information is available elsewhere.30

Although it is obviously impossible to write a book on theUCC which will be all things to all commercial law students,practitioners and teachers, the authors have provided the firsttwo groups with a highly versatile and valuable source of infor-mation and analysis, all in a nicely portable and reasonably af-fordable single volume. As to the latter group, the UCC Hand-book may render a significant additional service. First, afterhaving now twice faced the problem of designing a four hourcourse in commercial law which is supposed to cover the entireUCC, once with the UCC Handbook available and once beforeit became available, I have found that portions of the UCCHandbook can be assigned either as the sole or a supplementalsource of basic information, thus freeing up class time. For ex-ample, the matter of sales contract formation, particularly ifthis topic is introduced in the first year contracts course, can belargely covered in this manner. Furthermore, the availabilityof the UCC Handbook enhances the possibilities for teachingcommercial law through the problem method since it providesthe link between a problem and the Code which enables a stu-dent to resolve the problem with a minimum of unnecessaryfrustration.37 These dimensions of the UCC Handbook, I be-

35. An example is the slow-to-die attitude that a nonpossessorysecurity interest is fraudulent and therefore void against other creditorsof the debtor. See G. GILMOP SEcurry InEREm 3w PERsONAL PROP-ERTY § 2.1, at 24-26 (1965).

36. The first eight chapters of G. GimoMRE, SscuRMT INTERESTS iNPERSONAL PROPmY (1965) deal with the law of personal property secu-rity prior to enactment of the UCC.

37. On the use of a text in teaching law through the problemmethod, see Gellhorn, The Second and Third Years of Law Study, 17J. LEGAL ED. 1, 11-12 (1964). A recently published set of problem teach-ing materials makes good advantage of the UCC Handbook's potential

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lieve, will generate considerable enthusiasm for the UCC Hand-book in commercial law teachers as well.

HAROLD R. WEINBERG*

as a source of collateral reading which can be used in teaching commer-cial law through the problem method. See J. MURRAY & T. WmrE,PROBLEM TEAcHING MATERIAL ON COMMERCIAL TRANSACTIONS (1973).

*Assistant Professor of Law, University of Kentucky Law School.

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